Rule 424(b)(3)
Registration Statement
Nos. 33-42529 and 33-58418
PRICING SUPPLEMENT NO. 1,
Dated May 12, 1994, to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated May 11, 1994.
THE CIT GROUP HOLDINGS, INC.
MEDIUM-TERM FLOATING RATE NOTES
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
Principal Amount: U.S. $200,000,000.
Proceeds to Corporation: $199,700,000
Underwriting Discount: 0.15%
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Original Issue Date: May 19, 1994.
Maturity Date: May 19, 1997.
Interest Rate Basis: Treasury Rate (as defined below).
Index Maturity: Three Months.
Spread: +25 basis points.
Initial Interest Rate: The Treasury Rate determined one
Business Day prior to the Original Issue Date plus
twenty-five basis points.
The Notes are offered by the Underwriter, as specified
herein, subject to receipt and acceptance by it and
subject to its right to reject any order in whole or in
part. It is expected that the Notes will be ready for
delivery in book-entry form on or about May 19, 1994.
MERRILL LYNCH & CO.
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Form: Global Note.
Accrual of Interest: Accrued interest from the Original
Issue Date or from the last date to which interest
has been paid or duly provided for up to the day for
which accrued interest is being calculated with
respect to any Note will be calculated by multiplying
the face amount of such Note by the simple unweighted
average of the bond equivalent yield of the weekly
auction average of the Treasury Rate plus twenty-five
basis points on the basis of the actual number of
days in the applicable period divided by the actual
number of days in the applicable year.
Interest Payment Dates: The 19th day of each February,
May, August, and November, commencing August 19,
1994, provided that if any Interest Payment Date is
not a Business Day, then interest will be paid on the
next succeeding Business Day.
Interest payments will include the amount of interest
accrued from and including the most recent Interest
Payment Date to which interest has been paid (or from
and including the Original Issue Date) to but
excluding the applicable Interest Payment Date,
without adjustment for changes in the Interest
Payment Date if the scheduled Interest Payment Date
is not a Business Day.
Interest Determination Date: As specified in the
Prospectus Supplement.
Interest Reset Date: As specified in the Prospectus
Supplement.
Calculation Date: As specified in the Prospectus
Supplement.
Rate Cutoff Date: Six Business Days prior to each
Interest Payment Date. The interest rate for each
day following the Rate Cutoff Date to the Interest
Payment Date will be the rate prevailing on the Rate
Cutoff Date.
Maximum Interest Rate: Not Applicable.
Minimum Interest Rate: Not Applicable.
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Other Provisions:
"Treasury Rate" means, with respect to any Interest
Determination Date, the rate of the U.S. Treasury
three-month Treasury bill auction results that
appears on Telerate Page 56 (as defined below) in the
column on such page titled "Average Investment
Yield", as of 3:00 p.m., New York City time. If
Telerate Page 56 is no longer published, the
"Treasury Rate" shall be as specified in the
Prospectus Supplement.
"Telerate Page 56" means the display page designated
as page 56 on the Dow Jones Telerate Service (or such
other page as may replace page 56 on that service for
the purpose of displaying Treasury Rates).
Trustee, Registrar, Authenticating and Paying Agent:
The Chase Manhattan Bank (National Association),
under Indenture dated as of May 1, 1994 between the
Trustee and the Corporation.
UNDERWRITING
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter"), is acting as
principal in this transaction.
Subject to the terms and conditions set forth in a
Terms Agreement dated May 12, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and a Selling Agency Agreement, dated
May 12, 1994, between the Corporation and Lehman
Brothers, Lehman Brothers Inc., CS First Boston
Corporation, Goldman, Sachs & Co., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, and
UBS Securities Inc., the Corporation has agreed to
sell to the Underwriter, and the Underwriter has
agreed to purchase, $200,000,000 principal amount of
the Notes.
Under the terms and conditions of the Terms
Agreement, the Underwriter is committed to take and
pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it
proposes to offer the Notes for sale from time to
time in one or more transactions (which may include
block transactions), in negotiated transactions or
otherwise, or a combination of such methods of sale,
at market prices prevailing at the time of sale, at
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prices related to such prevailing market prices or at
negotiated prices. The Underwriter may effect such
transactions by selling the Notes to or through
dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or
commissions from the Underwriter and/or the
purchasers of the Notes for whom they may act as
agent. In connection with the sale of the Notes, the
Underwriter may be deemed to have received
compensation from the Corporation in the form of
underwriting discounts, and the Underwriter may also
receive commissions from the purchasers of the Notes
for whom they may act as agent. The Underwriter and
any dealers that participate with the Underwriter in
the distribution of the Notes may be deemed to be
underwriters, and any discounts or commissions
received by them and any profit on the resale of the
Notes by them may be deemed to be underwriting
discounts or commissions.
The Notes are a new issue of securities with no
established trading market. The Corporation
currently has no intention to list the Notes on any
securities exchange. The Corporation has been
advised by the Underwriter that it intends to make a
market in the Notes but is not obligated to do so and
may discontinue any market making at any time without
notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Corporation has agreed to indemnify the
Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as
amended.
